Terms of Service
Oohna is a trading name of Dean Slockee (ABN: 50 561 167 385) (“Oohna”, “we”, “our” or “us”). We provide an online platform and related services that allow clients (“you”, “your” or “Client”) to upload advertising creatives, analyse them using artificial intelligence and data analytics, and receive The Oohptix Report and related insights (the “Service”). These Terms of Service (“Terms”) govern your access to and use of the Service. By accessing or using the Service, you agree to be bound by these Terms. If you do not agree, you must not use the Service.
Modifications
We may modify these Terms from time to time. We will provide notice of material changes by email to the address associated with your account. Your continued use of the Service after changes take effect constitutes acceptance of the updated Terms.
Eligibility and Client Obligations
You represent and warrant that you are authorised to enter into these Terms and that any individual using the Service on your behalf has authority to bind you. You agree to provide accurate information, maintain confidentiality of your account credentials, and promptly notify us of any unauthorised use.
You warrant that you have all necessary rights in any creative materials, data, trademarks or other content you upload or provide to the Service (collectively, “Client Content”). You will not upload any content that infringes the rights of others, is unlawful, obscene, hateful, or otherwise prohibited under applicable law. You are solely responsible for the legality, accuracy and quality of your Client Content.
Licence to Use the Service
Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non‑exclusive, non‑transferable, revocable licence to access and use the Service for your internal business purposes. Except for the express rights granted herein, no rights or licences are granted to you (expressly or by implication).
Data Rights and Use of Client Content
You retain ownership of your Client Content. By uploading or otherwise making available Client Content, you grant Oohna a worldwide, royalty‑free licence to use, host, copy, modify and create derivative works of the Client Content solely for the purpose of providing the Service to you. This licence includes the right for us to use your Client Content to generate reports, dashboards, benchmarks and analytics for you and to improve the Service.
We may also use anonymised and aggregated data derived from your Client Content to analyse and improve our models, develop new services and train our systems. Under no circumstances will your creative files be exposed to other clients or third parties in identifiable form without your express consent.
Clients who wish to opt out of anonymised model training use may request this by contacting us at legal@oohna.com.au. Opting out does not affect the standard delivery of the Service.
Privacy and Data Protection
Our collection and use of personal information and other data is described in our Privacy Policy. By using the Service, you consent to our processing of data as set out therein.
Prohibited Conduct
You agree not to:
- Use the Service for illegal, harmful or abusive purposes.
- Upload or analyse creatives that include content relating to gambling, illegal drugs, pornography, hate speech or other regulated categories, except where you have received our prior written approval.
- Reverse engineer, decompile, disassemble or attempt to discover the source code or underlying algorithms of the Service.
- Interfere with or disrupt the integrity or performance of the Service or attempt to gain unauthorised access to the Service or its related systems.
Payment Terms
The Service operates on a credit-based model. Credits are purchased in advance and consumed upon each report generation. Subscriptions are billed monthly and auto-renew at the start of each billing cycle unless cancelled by you in writing at least 7 days before the next renewal date. Payment is due at the start of each billing cycle.
You agree to pay all fees when due. Prices are inclusive of GST where applicable but do not include other taxes, duties or charges imposed by taxing authorities. Payments are due within 7 days of invoice. Late payments may incur interest at the rate allowed by law and may result in suspension or termination of the Service.
Unused credits do not roll over between billing cycles unless otherwise agreed in writing. Credits are non-refundable once consumed. Upon termination or expiry of your account, any unused credits are forfeited and no refund or credit will be provided for partial billing periods, unless otherwise required by law. If you believe a report was not delivered due to a platform error, please contact us at legal@oohna.com.au within 14 days and we will assess the matter.
Service Availability and Suspension
We endeavour to make the Service available 24 hours a day, 7 days a week, except for planned maintenance and circumstances beyond our control. Uptime commitments for Enterprise clients may be agreed separately in writing. We may modify or discontinue any part of the Service at any time. If we materially reduce functionality, we will provide prior notice and offer a pro‑rated refund for any unused subscription period.
We reserve the right to suspend your access to the Service immediately and without notice if: (a) any payment is overdue and not resolved within 7 days of our notice to you; (b) you breach any provision of the Prohibited Conduct section; or (c) we reasonably consider that your use of the Service poses a risk to the Service, other clients, or Oohna. We will restore access promptly upon resolution of the circumstances giving rise to the suspension.
Intellectual Property
We and our licensors retain all right, title and interest in the Service, including all software, technology, models, analytics, and know‑how, including The Oohptix Report framework and methodology. You may not remove or obscure any proprietary notices.
All outputs generated by the Service (including The Oohptix Report, heatmaps and recommendations) remain the intellectual property of Oohna. We grant you a perpetual, non‑exclusive licence to use these outputs for your internal business purposes, including sharing with your clients in the normal course of your business. You may not resell, sublicence or commercialise the outputs as a standalone product without our prior written consent.
Your Client Content remains your property at all times.
Confidentiality
Each party agrees to use the other party’s confidential information solely to perform its obligations under these Terms and not to disclose such information to any third party, except as permitted herein. Confidential information does not include information that is publicly available, independently developed or rightfully obtained from third parties without restriction.
Disclaimers
The Service is provided “as is” without warranty of any kind.
To the maximum extent permitted by law, we expressly disclaim all warranties, including any implied warranties of merchantability, fitness for a particular purpose and non‑infringement. We do not guarantee that the Service will be uninterrupted, secure or error‑free, or that it will improve your advertising performance. The Service provides pre-flight analysis and recommendations only — final creative and media decisions remain solely your responsibility.
Limitation of Liability
To the fullest extent permitted by law, neither Oohna nor its officers, employees, agents, suppliers or licensors shall be liable for any indirect, incidental, special, consequential or punitive damages, including lost profits, arising out of or relating to the Service. Our total liability for any claim under these Terms will not exceed the amount you have paid to us in the twelve (12) months preceding the event giving rise to the claim.
Nothing in these Terms limits any rights you may have under the Australian Consumer Law.
Force Majeure
Neither party will be liable for any delay or failure to perform its obligations under these Terms to the extent that such delay or failure is caused by circumstances beyond that party’s reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, government action, pandemic, power or internet outages, failure of third-party infrastructure or APIs (including AI service providers and cloud hosting services), or cyberattacks. The affected party must notify the other party promptly and take reasonable steps to mitigate the impact. If a force majeure event continues for more than 30 days, either party may terminate the affected portion of the Service on written notice, and we will provide a pro-rated refund for any unused prepaid subscription period.
Indemnification
You agree to indemnify, defend and hold harmless Oohna from any claims, damages, liabilities, and expenses (including reasonable legal fees) arising from your Client Content, your use of the Service, or your breach of these Terms.
Dispute Resolution
If a dispute arises between the parties in connection with these Terms or the Service, the parties agree to the following process before commencing legal proceedings:
- Negotiation: The party raising the dispute must provide written notice to the other party describing the dispute in reasonable detail. The parties will attempt to resolve the dispute by good-faith negotiation within 30 days of that notice (or such longer period as agreed in writing).
- Mediation: If the dispute is not resolved through negotiation, either party may refer the matter to mediation administered by a mutually agreed mediator in Victoria, Australia. The costs of mediation will be shared equally unless the mediator orders otherwise.
- Litigation: If the dispute is not resolved through mediation within a further 30 days, either party may commence legal proceedings in accordance with the Governing Law clause below.
Nothing in this clause prevents either party from seeking urgent interlocutory or injunctive relief from a court where necessary.
Term and Termination
These Terms commence on the date you first access the Service and continue until terminated. Either party may terminate these Terms for convenience by providing thirty (30) days’ written notice, or immediately if the other party materially breaches these Terms and fails to cure within a reasonable period. Upon termination, your right to access the Service ceases. We will delete or anonymise your Client Content within 30 days of termination.
Assignment
You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations under these Terms in connection with a sale, merger or transfer of all or substantially all of our business or assets, provided we give you reasonable prior notice of any such assignment. These Terms bind and benefit each party’s permitted successors and assigns.
Entire Agreement and Severability
These Terms, together with our Privacy Policy and any order form or schedule agreed between the parties in writing, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, representations and understandings. If any provision of these Terms is found to be invalid, unenforceable or illegal by a court of competent jurisdiction, that provision will be severed and the remaining provisions will continue in full force and effect.
Governing Law
These Terms are governed by the laws of the State of Victoria, Australia. Subject to the Dispute Resolution clause above, the parties submit to the exclusive jurisdiction of the courts of Victoria.
Contact
If you have any questions about these Terms, please contact us at legal@oohna.com.au.